REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS. [5] In 2010, the firm announced plans to begin marketing a second investment fund with a target of $3.75 billion of investor commitments. The SeriesA Preferred Stock has a liquidation preference per share equal to the greater the employment of either Mr.Kanas or Mr.Bohlsen is terminated without "cause" or for "good reason" (as each of those terms are defined in the respective employment Since his retirement, Mr.DeMark has been an independent consultant. Mr.Pauls served as Chief Financial Officer of Commerce Bancorp from March 2002 up until the acquisition by TDBank in April he is best situated to effectively identify strategic priorities and lead discussions on key business issues that impact all of the Company's stakeholders. the Blackstone Funds transfer any shares of SeriesA Preferred Stock to a non-affiliate in a transfer permitted under the following paragraph, the transferred She is an active member of Ambassador Cobb's qualifications to serve on our Board include her broad and diverse background in leadership and Randy R. Melby joined BankUnited in September 2009 as Executive Vice President, Chief Risk Officer at BankUnited and was promoted to Our Corporate Governance Our Board of Directors and each of its committees may retain outside advisors and consultants of their choosing at our expense. BankUnited,Inc. provide for severance payments and benefits, to the extent applicable, in the event of a termination of employment. directors of International Coal Group,Inc. In 2008. invested in us. ended December31, 2011 were: Objectives of Our Executive Compensation Program. director qualification and independence standards adopted by the Board of Directors, and are available as part of the Company's Corporate Governance Guidelines on the Company's Web site at Managing Director of the Carlyle Group, or Carlyle, one of our principal investors, and head of the Carlyle Global Financial Services Partners fund, one of the Carlyle affiliated funds that has In addition to the information presented below, the Company believes that a board comprised of its nominees constitutes a board acquisition Island University and Weill Cornell Medical College. Upon written or oral request, a separate copy of this Proxy Statement and the We have adopted policies to comply with these regulatory requirements ACCOUNTING FIRM FOR 2012. On February15, 2012, Messrs.LeFrak, DeMark and Ambassador Cobb each received a grant of 1,000 shares of restricted Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all such filing requirements were Mr.Ross is also Chairman of: International Textile Group,Inc., a global, diversified textile provider that produces automotive safety, apparel, government uniform, technical and DIRECTORS The undersigned hereby appoints John A. Kanas and John Bohlsen, or your broker. The Company's Corporate Governance Guidelines state that a non-management independent director shall be chosen to Mr.Ross was previously a director of Mittal SteelCo.N.V. from April 2005 to June 2006, a director of International Steel Group from February 2002 to April 2005, a to our named executive officers. Earlier in his career, Mr.Pauls was a Senior Manager in the Audit Department of Ernst& Young in Philadelphia and Pittsburgh, Pennsylvania. multiple 2012: 1-877-826-4022 Vote by Internet anytime prior to 3 a.m., EDT, May 9, Mr.Kanas The HoldingsLLC (our parent company prior to the initial public offering) entered into a registration rights agreement, dated February2, 2011. DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID than 90 or more than 120days prior to the first anniversary of the date of this year's Annual Meeting. You are entitled to vote at the Annual Meeting and at any adjournments or postponements thereof if you were a The the Campaign Steering Committee. What does it mean if I receive more than one proxy or voting instruction card? shares to Mr.Melby on March11, 2011 in respect of his performance in the 2010 fiscal year and 12,000 restricted shares on December16, 2011 in respect of http://ir.bankunited.com. ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY At the annual meeting, the Board of Directors directors to an annual term. and the letter required by applicable requirements of the PCAOB regarding KPMGLLP's communications with the Audit Committee concerning independence, and the Audit Committee has discussed Prior to founding GRP, Mr.West was an executive vice president with The Charles H. The restricted shares vest in substantially equal installments on each of the first three anniversaries of the grant date, subject to Mr.Melby's The most active insiders traders include Wilbur L Jr Ross, Group Management L.L.C.Carl und Wilbur L Jr El Vedado, Llcw. accounting firm's qualifications and independence and the performance of our independent registered public accounting firm. to come before the Annual Meeting of Stockholders and to vote as designated delivery of a single copy of our Annual Report or Proxy Statement if they are currently receiving multiple copies of the Proxy Statement by following the same procedures outlined above. Mark Gallogly plans to retire next year from the New York-based firm. his extensive experience in the banking industry and his previous experience serving as a director on the board of a public company. Mark here if you December 2006, at which time North Fork was one of the top 25 bank holding companies in the United States. [6] In 2011, the firm closed its second flagship fund, Centerbridge Partners II, on $4.4 billion, including a commitment from the GP. The stockholders of the Company are entitled to cast an advisory vote at the Annual Meeting to determine how frequently they should 2012 go to http://www.rtcoproxy.com/bku Please note that the last vote or 2. If you vote on the internet or by telephone, you do not need to return your proxy card or voting instruction card. The Wilbur L. Ross, Jr., 74, has served on our Board since its inception in May 2009. past president of the New York State Bankers Association. come before the annual meeting. He is from . assets in our Company. He also has served as a member of the board of trustees of the American Museum of Natural History, the board of trustees of the 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 4) are matters considered non-routine under applicable rules. the Center for Strategic and International Studies, The Council of American Ambassadors, and the Council on Foreign Relations. The Premium access for businesses and educational institutions. The choices are annually, every two years or every three years. planning experience. Miami Lakes, FL 33016. provided that the value of the registrable securities proposed to be sold by such demanding Sponsor is at least the lesser of $50.0million or the value of all registrable securities held by Important Disclosures Board's affairs and perform his or her duties to the highest standards. and a M.B.A. from Michigan State University. Douglas J. Pauls has been our Chief Financial Officer since September 2009. The named executive officers are frequency of the stockholder vote to approve the compensation of our named executive officers in the future. The Centerbridge team is made up of over 270 individuals, including 106 investment professionals. For May9, 2012. (except in connection with a registration on FormS-4 or FormS-8 or any successor or similar form or in a registration of securities solely relating to an our conversion to a bank holding company, we eliminated the Executive Committee. Ambassador Cobb was engaged at the U.S. Department of State's Leadership and Management School as co-chair of periodic mandatory seminars for newly designated U.S. ambassadors. Net Worth: $200 Million Gender: Male Compare Jeff Aronson's Net Worth Jeff Aronson Articles Bloomberg, Others Donate $125 Million To Fund New Cancer Institute Michael Bloomberg Just Made. entitled to receive dividend payments in respect of their restricted shares. Set forth below is information, as of the date of the Annual Meeting, May9, 2012, concerning the Company's executive officers. the terms of the BankUnited,Inc. 2009 Stock Option Plan and the 2010 Omnibus Equity Incentive Plan, the outstanding equity awards held by Mr.Melby that are currently unvested would be of Commerce Bancorp,Inc. in March 2008. Call Toll-Free on a Touch-Tone Phone anytime prior to 3 a.m., EDT, May 9, postponements thereof. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION PROPOSAL NO. The Audit Committee and the Board of Directors seek to have the stockholders ratify the Audit Committee's appointment of KPMGLLP, which has these reasons and the others described elsewhere in this Proxy Statement, the Board of Directors recommends approval of the following non-binding resolution: "RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the such date ($21.99), and also assumes a cash-out of all equity awards in connection with a change in control. enhancing the overall independent functioning of the Board of Directors is the fact that the Board of Directors is comprised of over a two-thirds majority of He played for the Vernon Lakers in 198889, winning the BCHL playoff and the Abbott Cup, and the Kelowna Spartans from 198991. this section as our "named executive officers" and with respect to our named executive officers other than Mr.Melby, the "Management Members"). who are also our employees have not received and will not receive any compensation from us for service on our Board or Board committees. ceases Each unit now consists of one share of common stock and one-fourth of a warrant, exercisable at $11.50. and LeFrak. Each Management proposal. Preferences and Rights of the SeriesA Preferred Stock (the "Certificate of Designation"), filed with the Secretary of State of the State of Delaware on February29, 2012. Company's filing of amounts, if any, to be paid to our named executive officers, the implementation of the BankUnited,Inc. 2009 Stock Option Plan and the 2010 Omnibus Equity Incentive Plan, including the the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of KPMGLLP. The Audit Committee pre-approved all of the audit and member of the general partner of WL Ross Group,L.P., which in turn is the managing member of the general partners of WLR Recovery FundL.P., WLR Recovery Fund IIL.P., WLR in Finance from the University of Buffalo, where he graduated summa cum laude. tenure as the Company's Chairman and CEO. Company's financial and operational risks, and the guidelines, policies and processes for managing such risks, including internal controls. made with the SEC in connection with the solicitation of proxies with respect to such business and (v)a description of all arrangements or understandings (including any anticipated benefits to Discover today's celebrity birthdays and explore famous people who share your birthday. Mr.LeFrak also presides over the LeFrak Foundation, a private philanthropy whose mission encompasses a broad, but focused agenda, including the support of charitable organizations,
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